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REG - Ironveld PLC - Final Results for the year ended 30 June 2023

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RNS Number : 3768X  Ironveld PLC  20 December 2023

Ironveld Plc

("Ironveld" or the "Company")

Final Results for the year ended 30 June 2023

Ironveld plc, ("Ironveld" or the "Company"), the AIM traded mining development
company, and the owner of a High Purity Iron ("HPI"), Vanadium and Titanium
project located on the Northern Limb of the Bushveld Complex in Limpopo
Province, South Africa (the "Project") announces its final results for the 12
months ended 30 June 2023. Hard copies of these results will be posted to
shareholders by 31 December 2023.

Operational and Financial

·      Rustenburg smelter refurbished and mining activities commenced
during the period, marking Ironveld's first steps from development to
production; and

·      Initial production achieved at smelter, but operational
challenges and modifications delayed anticipated ramp up post period end in
late 2023.

Post Period End and Outlook

·      Following a fundraising post period end in October 2023, Dr John
Wardle was appointed Executive Chairman and commissioned full review of
strategy, overhead costs and priorities;

·      Decision taken to remove rented electrical generators and replace
with similar capacity, but significantly lower cost, units on hire purchase in
early 2024. Until these generators are installed, the smelter has been placed
on care and maintenance to minimise costs and conserve cash; and

·      Direct institutional funding transaction is well advanced and
expected to close in early 2024 which, if concluded, will enable substantial
investment in all Group operations, including transition to production of high
purity iron powders.

 

For further information, please contact:

 

 Ironveld plc                                        c/o BlytheRay

                                                     +44 20 7138 3204

 Martin Eales, Chief Executive Officer

 Cavendish (Nomad and Broker)                        +44 20 7220 0500

 Derrick Lee / Charlie Beeson / George Dollemore

 Turner Pope (Joint Broker)                          +44 20 3657 0050

 Andrew Thacker / James Pope

 BlytheRay                                           +44 20 7138 3204

 Tim Blythe / Megan Ray

 

 

 

NOTES TO EDITORS

 

Ironveld (IRON.LN) is the owner of Mining Rights over approximately 28
kilometres of outcropping Bushveld magnetite with a SAMREC compliant ore
resource of some 56 million tons of ore grading 1.12% V2O5, 68.6% Fe2O3 and
14.7% TiO2.

 

In 2022 Ironveld agreed to acquire and refurbish a smelter facility in
Rustenburg, South Africa, in which it can process its magnetite ore into the
marketable products of high purity iron, titanium slag and vanadium slag. This
transaction became unconditional in March 2023.

 

Ironveld is an AIM traded company. For further information on Ironveld please
refer to www.ironveld.com (http://www.ironveld.com/) .

 

 

CHAIRMAN'S STATEMENT

 

Dear Shareholder,

 

I am pleased to present the Annual Report and the Financial Statements for the
year to 30 June 2023.

 

This is my first Chairman's Statement at Ironveld.  I joined the Board in
November 2022 and was appointed to the role of Executive Chairman in November
2023, taking over as Chairman from Giles Clarke.  I am delighted that Giles
has remained on the Board as a Non-Executive Director and will continue to
share his invaluable experience.  As a long term substantial shareholder in
the Company my interests in seeing the project develop and maximise its
potential are fully aligned with all our stakeholders.

 

During the period, we undertook our first steps from being a development
project to becoming a producing company.

 

In May 2022, just prior to the end of the last financial year, the Company
announced that it had agreed terms with a business rescue practitioner and a
sole creditor to acquire an existing smelter in Rustenburg, South Africa for a
total of ZAR 116 million (approximately £4.9 million), with ZAR 16 million
(approximately £675,000)  payable following completion with the balance of
ZAR 100 million (approximately £4.3 million) repayable from smelter cashflows
over 10 years.  The Company then completed a Placing to raise gross proceeds
of £4.5 million in August 2022 and work commenced to apply these proceeds to
the costs of refurbishing the smelter and commencing mining activities.

 

The Company was able to announce in January 2023 that the first furnace of
three at the smelter had been repaired and had successfully test processed
magnetite ore.  A further £2.0 million gross proceeds was raised in March
2023 by way of an equity placing to assist with the ongoing repairs to the
smelter and for working capital purposes.

 

Some initial sales were recognised from the smelter just prior to period end,
both processed ore and non-core scrap items from the facility.

 

Post period end the smelter operations had to address a number of issues,
including the repair of the granulator and securing additional generator
power, that impacted planned ramp up of production from the facility.  Around
the same time a test project to process third party ferro-silicon slag metal
was successfully completed which demonstrated the flexibility of the smelter
equipment. In November 2023, the Company completed a further fundraising with
gross proceeds of £1.0 million in which I again participated. Following this
fundraising I was appointed as Executive Chairman.

 

In addition, the Company has formed a DMS Magnetite joint venture with Pace
SA, named IPace, which secured capital funding from Sable Exploration and
Mining in September 2023 to develop a business to crush and magnetically
separate ore directly from the Company's mining operations for direct sale to
end users.  At the time of writing, this project is well advanced but
commencement of activities has been impacted by extended delivery times for
critical electrical components and the first production is expected late
January.

 

The Board believes that the smelter facility, once fully operational,
represents the best opportunity for the Company to maximise value from its
magnetite ore as it allows for the opportunity to process the ore into higher
value metal products, namely high purity iron, vanadium slag and titanium
slag.  Following the initial refurbishment of the smelter, it was the Board's
stated intention to invest further in capital equipment which will enable
production of higher value iron powders.  This is still the intention and, as
announced in September and October 2023, the Company is engaged in direct
funding discussions with a financial institution which, if completed, would
allow for the opportunity to advance the project in this manner.

 

One of my key objectives since assuming the role of Executive Chairman last
month has been to analyse all of the Group's overhead costs in the UK and
South Africa and to make cost savings wherever possible.  Earlier this month
we took the decision to suspend operations at the Rustenburg smelter until all
of the rented electrical generation units delivered in September and October
2023 could be replaced by dual-fuel units on hire purchase basis.  These new
units offer attractive benefits in terms of both cost and efficiency, being
less expensive than rental units whilst offering a dual-fuel capability.
Based on the hire purchase financing term sheet received by the Company from
the supplier, this should result in annual savings of around ZAR 40 - 50
million (£1.7 - £2.1 million)  compared with the rental costs of the
previous units.  The smelter plant is now secure and operating with a reduced
staff headcount until the new generators are expected be delivered, alongside
the institutional financing transaction, early in 2024.  I believe that this
exercise, alongside a similar review of UK overheads, will realise material
benefits to the Group's ongoing cost levels in the second half of the current
financial year.

 

We remain committed to operating responsibly, working closely with
stakeholders and local communities at grassroots level to improve standards of
living.  Our local communities have been fully involved in the process to
establish the mining area and have provided all necessary consents.  As part
of our Social Labour Plan (approved by the Department of Mineral Resources
("DMR") in South Africa) we have undertaken to implement water supply schemes,
electrification upgrades and roads and stormwater infrastructure to the
municipalities of our mining communities.  In addition, Ironveld has
committed to provide training, bursaries and employment to the members of the
various host communities.

 

 

 

Dr John Wardle

Executive Chairman

 

19 December 2023

 

 

 

STRATEGIC REPORT

 

Financial

The Group recorded a loss before tax of £1.2 million (2022: £0.8 million) in
the Period. The Company does not plan to pay a dividend for the year ended 30
June 2023. To date the board has been focussed on bringing the Company to the
point of production and related activities. In future periods the directors
expect that KPIs for the business will be focussed more on operational matters
including production, revenue, profitability and the safe and efficient
operation of the smelter complex. Appropriate KPIs will be included in future
periods.

Going concern

As at the date of these Financial Statements the direct funding transaction
announced by the Company in September and October 2023 is well advanced but
not yet concluded, however the Directors have a reasonable expectation that it
will do so in early 2024.

 

Taking account of the funds referred to above and the planned investment into
expanding operations at the smelter plant, these Financial Statements have
been prepared on a Going Concern basis.

 

Outlook

The Company expects to close a significant financing transaction early in 2024
which should provide the funding required to materially develop current
operations at the smelter, which has not yet operated in line with initial
expectations.

We would like to thank all of our shareholders for their continuing support
for both the Company and the project and we look forward to providing further
updates in the near future.

 

Principal risks and uncertainties

The Directors consider the following risks to be the most material or
significant for the management of the business. These issues do not purport to
be a complete list or explanation of all the risks facing the Group. In
particular the Group's performance may be affected by changes in market and/or
economic conditions, changes in legal, regulatory or tax requirement
legislation.

 

The Board of Directors monitors these risks and the Group's performance on a
regular basis.

 

Operational risks - The production of the Company's range of metals involves a
series of processes, from the mining of the ore at the mine site, to the
smelting of material at the Rustenburg smelter. Mining and Smelting operations
are subject to a number of risks, including mechanical outages, supply issues
(e.g. fuel), interruptions due to weather and soil conditions, among many
others.

 

Availability of finance - Expansion of current activities or further
development and production from the ore resources requires significant further
capital expenditure and the Group will need to raise further finance. The
terms on which future funds can be raised may not be on terms which the
Directors consider acceptable. The Group is listed on the public markets which
greatly assists in the raising of additional finance.

 

Governance and Compliance - There are multiple governance-based risks which
may have an impact on the business. The Group operates within a complex
regulatory environment which focuses on accountability. Failure to comply with
regulations, including applicable licences required for continuous operations,
or failure to follow expected social and business conduct could cause
potential interruption or stoppage of operations, potential financial loss and
reputational damage.

 

Health and Safety - Mining and Smelting operations by their very nature are
dangerous working environments which, if not managed, could lead to serious
injuries and a loss of life.

 

Commodity Markets - A significant decrease in commodity prices for high purity
iron, vanadium or titanium would negatively impact Group revenues.

 

Inflation - The Group's cost base is highly susceptible to inflationary
pressures. In cycles of high commodity prices, input costs, such as wages,
consumables, diesel and energy often increase at a rate higher than that of
general inflation. Rising costs, which could be triggered by and therefore
offset by higher commodity prices, have a direct impact on the Group's
profitability. In addition, inflationary pressures have an impact on capital
expenditure.

 

Political and Country risk - Substantially all of the Group's business and
operations are conducted in South Africa and the political, economic, legal
and social situation in South Africa introduces a certain degree of risk with
respect to the Group's activities.

 

s172 Statement - Director's statement in performance of their statutory duties
in accordance with s172 (1) Companies Act 2006

 

During the year ended 30 June 2023 the Board of Directors consider that they
have acted in a way that would be most likely to promote the success of the
company for the benefit of its members (having regard to the stakeholders and
the matters set out in s172(1)(a)-(f) of the Companies Act 2006).

The Board has elected to apply the Quoted Company Alliance Corporate
Governance Code as part of its commitment to high standards of corporate
governance in all of its activities and complies with its requirements as far
as is practicable and appropriate for a company of its nature and size.

The Directors are aware of their responsibilities to take into consideration
the interests of all stakeholders in their decision making process and to
promote the success of the Company in accordance with s172. The Directors
continue to pay full regard to the interests of the stakeholders.

The requirements of s172 are for the Directors to:

• Consider the likely consequences of any decision in the long term,

• Act fairly between the members of the Company,

• Maintain a reputation for high standards of business conduct,

• Consider the interests of the Company's employees,

• Foster the Company's relationships with suppliers, customers and others,
and

• Consider the impact of the Company's operations on the community and the
environment.

The Company is quoted on AIM and its members will be fully aware, through
detailed announcements, shareholder meetings and financial communications,
updated on the website, of the Board's broad and specific intentions and the
rationale for its decisions. When making decision, the Board of Directors,
issues such as the impact on the community and the environment have actively
been taken into consideration. The Company pays its employees and creditors
promptly and keeps its costs to a minimum to protect shareholders funds. The
Company recognises workers' representation unions and complies with all local
employment legislation.

The key decisions made in the year to promote this success are explained in
the Strategic Report above.

 

This report was approved by the Board on 19 December 2023 and signed on its
behalf by:

 

 

 

Dr John Wardle

Executive Chairman

 

 

CONSOLIDATED INCOME STATEMENT

 

 
2023
2022

 
Note
£000
£000

 

 

Revenue
4
103
-

 

Cost of sales
 
(29)
            -

 
(

)

Gross
profit
 
74
            -

 

Administrative
expenses
(1,310)
(798)

 
(                            )
(
 
) Operating
loss
5
(1,236)
(798)

 

Other gains and losses
 
7
47
-

Investment
revenues
8
34
4

Finance
costs
9
(15)
(17)

 
(                            )
(
                            )
Loss before
tax
 
(1,170)
(811)

 

Tax
10
711
-

 
(                            )
(
                            )
Loss for the
year
 
(459)
(811)

 
(                                                                                                                          )

 

Attributable to:

Owners of the
Company
(435)
(806)

Non-controlling
interests
(24)
(5)

 
(                            )
(
                            )

 
 
(459)
       (811)

 
(                            )
(
                            )

 

Loss per share - Basic and diluted
11
(0.02p)
(0.06p)

 
(

)

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

 

 
2023
       2022

 
 
£000
       £000

 

Loss for the
period
(459)
(811)

Exchange difference on translation of foreign
operations
(4,387)
(199)

 
(                            )
 
(

) Total comprehensive loss for the
year
(4,846)
(1,010)

 
(

)

 

Attributable to

Owners of the
Company
(4,250)
(974)

Non-controlling
interests
(596)
(36)

 
(                            )
 
(                            )

 
(4,846)
(1,010) (
 
 

) In respect of the exchange differences on translation of foreign operation,
the amounts charged/credited to other comprehensive income may be reclassified
to the income statement in future periods.(

)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
 
 

 
                                 2023
 
2022

Note
£000
        £000

Non-current assets

Intangible
assets
13
24,061
26,350

Property, plant and
equipment
14
6,938
2

Investments
15
-
-

Other
receivables
17
130
3

 
(                            )
(
                            )

(                                                                                                                                                           )
 
 
                      31,129
           26,355

 
(                            )
(
                            )

Current assets

Inventories
16
45
-

Trade and other
receivables
17
307
198

Cash and cash
equivalents
25
19
17

 
(                            )
 
(                            )

 
371
215

 
(                            )
 
(
) Total
assets
31,500
26,570

 
(                            )
 
(
) Current liabilities
Payables and contract
liabilities
18
(1,862)
(619)

Lease
liabilities
19
(10)
-

Borrowings
20
-
(499)

 
(                            )
 
(
)
 
(1,872)
(1,118)

 
(                            )
 
(                          )

Non-current liabilities
Payables and contract
liabilities
18
(4,162)
            -

Lease
liabilities
19
(27)
-

Deferred tax
liabilities
21
(3,284)
  (4,730)

 
(                            )
 
(                            )

 
(7,473)
(4,730)

 
(                            )
 
(                            )

Total
liabilities
(9,345)
(5,848)

 
(                            )
 
(                            )

Net
assets
22,155
20,722

 
(                            )
 
(
) Equity
Share
capital
23
12,694
10,453

Share
premium
24
25,324
21,379

Other
reserve
24
94
12

Retained
earnings
24
(8,845)
(8,421)

Foreign currency translation
reserve
24
(9,860)
(6,045)

 
(                            )
 
(
) Equity attributable to owners of the
Company
19,407
17,378

Non-controlling
interests
29
2,748
3,344

(
 
 
 
) Total
equity
22,155
20,722

 
(                            )
 
(                            )

These financial statements were approved by the Board and authorised for issue
on 19 December 2023.

 

Signed on behalf of the Board

 

 

 

M Eales

Director
                          Company Registration No:
04095614

PARENT COMPANY STATEMEMNT OF FINANCIAL POSITION

 

 

 
 
2023
                            2022

 
Note
£000
       £000

Non-current assets

Investments
15
30,854
26,017

 
(                            )
 
(                            )
 

Current assets
Trade and other
receivables
17
57
60

Cash and cash
equivalents
25
17
12
(                                                                                                                                                           )
 
(                            )
 
                         74
                   72

 
(                            )
 
(                            )

Total
assets
 
30,928
26,089

 
(                            )
 
(
)

Current liabilities
Trade and other
payables
18
(267)
(606)

Borrowings
 
20
-
(499)

 
(                            )
 
(                            )

Total
liabilities
(267)
(1,105)

 
(                            )
 
(                            )

Net
assets
30,661
24,984

 
(                            )
 
(                            )

 

Equity

Share
capital
23
12,694
10,453

Share
premium
24
25,324
21,379

Other
reserve
24
94
12

Retained
earnings
24
(7,451)
(6,860)

 
(                            )
 
(                            )

Total
equity
 
30,661
24,984

(Attributable to owners of the
Company)
(                            )
 
(

)

The loss for the financial year dealt with in the financial statements of the
parent Company was £602,000 (2022 - loss £693,000).

 

These financial statements were approved by the Board and authorised for issue
on 19 December 2023

 

Signed on behalf of the Board

 

 

 

M Eales

Director
 
Company Registration No: 04095614

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Equity attributable to owners of the Company:

 

 
 
 
                Foreign

 
Share              Share
Other             Retained         currency

 
 Capital           Premium         Reserve
     earnings      translation    Total

 
     £000            £000          £000
           £000           £000          £000

 

At 1 July
2021
10,436          21,261                15
     (7,618)         (5,877)      18,217

 

Loss for the
year
-                  -
-               (806)
-           (806)

 

Exchange difference on

translation of foreign operations
-                  -
-                    -
(168)          (168)

 

Issue of share
capital
17              118
-                    -
-            135

 

Exercise of share
warrants                               -
             -                 (3)
             3
-                -

 
 

(
 
 
 
 
 
 
 
) At 30 June
2022
10,453          21,379
12            (8,421)         (6,045)      17,378

(
 
 
 
 
 
 
                                 )

 

Profit (loss) for the
year
-                  -
-               (435)
-           (435)

 

Exchange difference on

translation of foreign operations
-                  -
-                    -
(3,815)       (3,815)

 

Issue of share
capital
2,241           3,945
-                    -
-         6,186

 

Issue of share warrants
           -
-                82
-                  -             82

 

Share based payments
           -
-                  -
11                  -             11

 

 

 
(                       )
(                            ) (
 
 
 
 
 
) At 30 June
2023
12,694         25,324
94            (8,845)         (9,860)      19,407

(
 
 
 
 
 
 
                                 )

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

 

Total equity:

 
Owners of       Non-controlling           Total

 
the Company        Interest                Equity

 
          £000
£000                   £000

 

At 1 July
2021
         18,217
3,380                21,597

 

Loss for the year
 
(806)
(5)                   (811)

 

Exchange difference
on

translation of foreign
operations
(168)
(31)                   (199)

 

Issue of share
capital
135
-                     135

 

(                                                                                                                                                                                                                                                                                                                                          )

At 30 June
2022
       17,378
3,344                20,722

 
(                                )
(
 
 
                            )

Profit (loss) for the
year
(435)
(24)                   (459)

 

Exchange difference on

translation of foreign
operations
(3,815)                 (572)
(4,387)
 

Issue of share
capital
6,186                       -
      6,186

 

Issue of share
warrants
82
-                       82

 

Share based
payments
11
-                       11

 

 

(
 
 
 
 
 
) At 30 June
2023
19,407                2,748
22,155

(
 
 
 
 
                            )

COMPANY STATEMENT OF CHANGES IN EQUITY

 

Equity attributable to the equity holders of the Company:

 

 

 
Share               Share
Other          Retained                  Total

 
Capital         Premium         Reserve
Earnings                Equity

 
£000                 £000
£000
£000                   £000

 

At 1 July 2021
       10,436
21,261                  15
(6,170)               25,542

 

Loss for the year
                -
-                    -
(693)                   (693)

 

Issue of share
capital
17                  118
-
-                     135

 

Exercise of share
warrants
-
-
(3)
3                         -

(
 
 

)

At 30 June 2022
       10,453
21,379                  12
(6,860)               24,984(
 
 
 
 
 
 
 
 
                                 )

 

Loss for the
year
-
-                    -
(602)                   (602)

 

Issue of share
capital
2,241
3,945
-
-                  6,186

 

Issue of share
warrants
-
-
82
-                       82

 

Share based
payments
-
-
-                    11
             11

(
 
 
 
 
 
 
 
 
 
) At 30 June
2023
12,694              25,324
94               (7,451)               30,661

(
 
 
 
 
 
 
 
 
 
                            )

CONSOLIDATED CASH FLOW STATEMENT

 

 
 
2023
2022

 
Note
£000
£000

 

Cash used in operating
activities
25
(672)
(337)

Interest
paid
 
(3)
             -
(                                                                                                                                                           )
(
                            )

Net cash used in operating
activities
 
(675)
(337)

 
(                            )
(
                            )

Investing activities
Purchases of property, plant and
equipment
     (2,337)
            (1)

Purchase of exploration and evaluation
assets
(2,513)
(396)

Interest
received
34
4

Loans to Joint
Venture
(141)
-

Loans received from Joint
Venture
24
-

 
 
(                            )
(
                            )

Net cash used in investing
activities
 
(4,933)
(393)

 
(                            )
(
                            )

Financing activities
Proceeds on issue of equity (net of
costs)
5,755
-

Proceeds from new
loans
-
482

Repayment of
loans
(140)
-

Payment of lease
liabilities
(4)
-

 
(                            )
(
 
) Net cash generated by financing
activities
5,611
482

 
(                            )
(
                            )

Net increase/(decrease) in cash and cash
equivalents
3
        (248)

Cash and cash equivalents at beginning

of
year
25
17
         270

Effects of foreign exchange
rates
(1)
(5)

 
(                            )
(
                            )

Cash and cash equivalents at end of year
25
19
17

 
(                            )
 
(

)

COMPANY CASH FLOW STATEMENT

 

 

 
 
2023
2022

 
Note
£000
£000

 

Cash used in operating
activities
25
(1,100)
(230)

 
(                            )
(
                            )

Net cash used in operating
activities
 
(1,100)
        (230)

 
 
(                            )
(
                            )

Investing activities

Payments to acquire investments -
loans
 
(4,510)
(495)

 
 
(                            )
(
 
) Net cash used in investing
activities
 
(4,510)
        (495)

 
 
(                            )
(
                            )

Financing activities

Proceeds on issue of equity (net of costs)
 
5,755
-

Proceeds from new
loans
-
482

Repayment of
loans
(140)
-

 
 
(                            )
(
 

) Net cash generated by financing
activities
 
5,615
482
(                                                                                                                                                           )
(
                            )

Net increase/(decrease) in cash and cash
equivalents
5
(243)

 

Cash and cash equivalents
at
 

beginning of
year
25
12
255

 
(                            )
(
 
) Cash and cash equivalents at end of year
25
17
12

 
(                            )
 
(                            ) (    )

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1. General information

 

Ironveld Plc is a public company incorporated and domiciled in England and
Wales under the Companies Act 2006 whose shares are listed on the Alternative
Investment Market of the London Stock Exchange. The address of the registered
office is given on page 2. The nature of the Group's operations and its
principal activities are set out in note 3 and in the Directors Report on page
6.

 

Adoption of new and revised Standards

 

In the current year, the Group has applied new or amended standard for the
first time which are mandatory for accounting periods commencing on or after 1
July 2022. None of the standards adopted had a material impact on the
financial statements. The significant new and amended standards adopted were
as follows:-

 

Amendments to IFRS 9 in respect of the derecognition of financial liabilities.

Amendments to IAS 16 in respect of proceeds before intended use.

Amendments to IAS 37 in respect of onerous contracts.

 

At the date of authorisation of these financial statements, amendments to
existing standards and interpretations, applicable to the group, are not yet
effective and have not been adopted early by the Group. The adoption of these
standards, amendments and interpretations is not expected to have a material
impact on the Group and Company's results or equity.

 

2.1 Significant accounting policies

 

The financial statements are based on the following policies which have been
consistently applied:

 

Basis of preparation

 

The financial statements of the Group and Parent Company have been prepared in
accordance with UK-adopted international accounting standards (IFRSs) in
conformity with the requirements of the Companies Act 2006.

 

The financial statements have been prepared on the historical cost basis. The
financial statements are presented in pounds sterling because that is
considered to be the currency of the primary economic environment.

 

The principal accounting policies are set out below:

 

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of
the Company and all entities controlled by the Company (its subsidiaries) made
up to the year-end. Control is achieved where the Company has power to govern
the financial and operating policies of an investee entity so as to obtain
benefits from its activities.

 

Subsidiaries are consolidated from the date of their acquisition, being the
date on which the Company obtains control and ceases when the Company loses
control of the subsidiary. Profit or loss and each component of other
comprehensive income are attributed to the owners of the Company and to the
non-controlling interests. Total comprehensive income of the subsidiaries is
attributed to the owners of the Company and to the non-controlling interests
even if this results in the non-controlling interests having a deficit
balance.

 

Non-controlling interests in subsidiaries are identified separately from the
Group's equity therein. Those interests of non-controlling shareholders are
initially measured at their proportionate share of the fair value of the
acquiree's identifiable net assets. Subsequent to acquisition, the carrying
value of the non-controlling interests is the amount of initial recognition
plus the non-controlling interests' share of the subsequent changes in equity.

 

Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amount of
the Group's interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to the owners of the Company.

 

Joint ventures

 

A joint venture (JV) is a type of joint arrangement in which the parties with
joint control of the arrangement have rights to the net assets of the
arrangement. A separate vehicle (not the parties) will have the rights to the
assets and obligations for the liabilities, relating to the arrangement. The
JV is not dependent on the parties to the arrangement for funding and the
parties to the arrangement have no obligations for the liabilities of the
arrangement. The Group's investment in its JV is accounted for using the
equity method.

 

Under the equity method, the investment in the JV is initially recognised at
cost to the Group. In subsequent periods, the carrying amount of the JV is
adjusted to recognise changes in the Group's share of net assets of the JV
since the acquisition date. Goodwill relating to the JV is included in the
carrying amount of the investment and is neither amortised nor individually
tested for impairment.

 

The statement of profit or loss and other comprehensive income reflects the
Group's share of the results of the operations of the JV. In addition, when
there has been a change recognised directly in the equity of the JV, the Group
recognises its share of any changes, when applicable, in the statement of
changes in equity. Unrealised gains and losses resulting from transactions
between the Group and the JV are eliminated to the extent of the interest in
the JV.

 

The aggregate of the Group's share of profit or loss of the JV is shown on the
face of the statement of profit or loss and other comprehensive income as part
of operating profit and represents profit or loss after tax and
 non-controlling interests in the subsidiaries of JV. The financial
statements of the JV are prepared for the same reporting period as the Group.
When necessary, adjustments are made to bring the accounting policies in line
with those of the Group.

 

After application of the equity method, the Group determines whether it is
necessary to recognise an impairment loss on its investment in the JV. At each
reporting date, the Group determines whether there is objective evidence that
the investment in the JV is impaired. If there is such evidence, the Group
calculates the amount of impairment as the difference between the recoverable
amount of the JV and its carrying value, then recognises the loss as 'Share of
profit of a joint venture' in the statement of profit or loss and other
comprehensive income.

 

On loss of joint control over the JV, the Group measures and recognises any
retained investment at its fair value. Any difference between the carrying
amount of the JV upon loss of joint control and the fair value of the retained
investment and proceeds from disposal is recognised in the statement of profit
or loss and other comprehensive income.

 

Business combinations

 

Acquisitions of subsidiaries which are determined to be business combinations
under IFRS3 are accounted for using acquisition accounting. The consideration
for each acquisition is measured at the fair value of assets given,
liabilities incurred or assumed and equity instruments issued by the Group in
exchange for control in the acquiree. Acquisition-related costs are recognised
in the income statement as incurred.

 

Acquisitions of subsidiaries which are determined not to be business
combinations under IFRS3 are accounted for on other bases, taking into account
the application guidance in Appendix B of IFRS3. Where the directors consider
it appropriate to do so the directors will apply the concentration test
permitted by para B7B of IFRS3 and account for an acquisition of a subsidiary
as an asset acquisition.

 

Revenue from contracts with customers

 

The Group is principally engaged in the business of producing Magnetite ore
and speciality metals including High Purity Iron, Vanadium slag and Titanium
slag. Revenue is measured based on the consideration specified in a contract
with a customer and excludes amounts collected on behalf of third parties. The
Group recognises revenue when it transfers control of a product or service to
a customer. If a customer pays consideration before the Group transfers the
goods or services to the customer a contract liability is recognised when the
payment is made or due (whichever is earlier). Contract liabilities are
recognised as revenue when the Group performs under the contract.

 

Exploration and evaluation

 

Costs incurred prior to acquiring the rights to explore are charged directly
to the income statement.

 

Licence acquisition costs and all other costs incurred after the rights to
explore an area have been obtained, such as the direct costs of exploration
and appraisal (including geological, drilling, trenching, sampling, technical
feasibility and commercial viability activities) are accumulated and
capitalised as intangible exploration and evaluation ("E&E") assets,
pending determination. Amounts charged to project partners in respect of costs
previously capitalised are deducted as contributions received in determining
the accumulated cost of E&E assets.

 

E&E assets are not amortised prior to the conclusion of the appraisal
activities. At completion of appraisal activities, if financial and technical
feasibility is demonstrated and commercial reserves are discovered then,
following development sanctions, the carrying value of the relevant E&E
asset will be reclassified as a development and production asset in intangible
assets after the carrying value has been assessed for impairment and, where
appropriate adjusted. If after completion of the appraisal of the area it is
not possible to determine technical and commercial feasibility or if the legal
rights have expired or if the Group decide to not continue activities in the
area, then the cost of unsuccessful exploration and evaluation are written off
to the income statement in the relevant period.

 

The Group's definition of commercial reserves for such purposes is proved and
probable reserves on an entitlement basis. Proved and probable reserves are
the estimated quantities of minerals which geological, geophysical and
engineering data demonstrate with a specified degree of certainty to be
recoverable in future years from the known reserves and which are considered
to be commercially producible.

 

Such reserves are considered commercially producible if management has the
intention of developing and producing them and such intention is based upon:

 

          -         a reasonable expectation that there is a
market for substantially all of the expected production;

          -         a reasonable assessment of the future
economics of such production;

          -         evidence that the necessary production,
transmission and transportation facilities are available or
 can be made available; and

          -         agreement of appropriate funding; and

          -         the making of the final investment
decision.

 

On an annual basis a review for impairment indicators is performed. If an
indicator of impairment exists an impairment review is performed. The
recoverable amount is then considered to be the higher of the fair value less
costs of sale or its value in use. Any identified impairment is written off to
the income statement in the period identified.

 

Taxation

 

The tax expense represents the sum of the tax payable and deferred tax.

 

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax base used in the calculation of the
taxable profit and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised on all
appropriate taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which the deductible timing differences can be utilised. The
carrying amount of deferred tax assets is reviewed at each statement of
financial position date.

 

Deferred tax is calculated at the tax rates that are expected to be applicable
in the period when the liability or asset is realised and is based on tax laws
and rates substantially enacted at the statement of financial position date.
Deferred tax is charged in the income statement except where it relates to
items charged/credited in other comprehensive income, in which case the tax is
also dealt with in other comprehensive income.

 

Leases

 

The Group assesses whether a contract is or contains a lease, at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of
12 months or less) and leases of low value assets (such as tablets and
personal computers, small items of office furniture and telephones). For these
leases, the Group recognises the lease payments as an operating expense on a
straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the
leased assets are consumed.

 

Property, plant and equipment

 

Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the cost less the estimated residual
value of each asset over its expected useful life, as follows:

 

Plant and machinery
Between 2 and 6 years straight line basis

Motor
vehicles
6 years straight line basis

Assets under construction                    Not
depreciated until brought into use

 

Leased assets are depreciated in a consistent manner over the shorter of their
expected useful lives and the lease term.

 

Inventories

 

Inventories are measured at the lower of cost and net realisable value on the
first-in-first-out basis.

 

Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs
necessary to make the sale.

 

The cost of inventories comprises of all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their
present location and condition.

 

The cost of inventories of items that are not ordinarily interchangeable and
goods or services produced and segregated for specific projects is assigned
using specific identification of the individual costs.

 

The cost of inventories is assigned using the formula. The same cost formula
is used for all inventories having a similar nature and use to the entity.

 

When inventories are sold, the carrying amount of those inventories are
recognised as an expense in the period in which the related revenue is
recognised. The amount of any write-down of inventories to net realisable
value and all losses of inventories are recognised as an expense in the period
the write-down or loss occurs. The amount of any reversal of any write-down of
inventories, arising from an increase in net realisable value, are recognised
as a reduction in the amount of inventories recognised as an expense in the
period in which the reversal occurs.

 

Foreign currencies

 

The individual financial statements of each group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purposes of the consolidated financial
statements, the results and financial position of each group company are
expressed in pounds sterling, which is the functional currency of the Company,
and the presentation currency for the consolidated financial statements.

 

In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency are
recognised at the rates of exchange prevailing on the dates of the
transactions. At each statement of financial position date, monetary assets
and liabilities that are denominated in foreign currencies are retranslated at
the rates prevailing at that date. Non-monetary items carried at fair value
that are denominated in foreign currencies are translated at the rates
prevailing at the date the fair value was determined. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not
retranslated. Exchange differences are recognised in the income statement in
the period in which they arise.

 

When presenting the consolidated financial statements, the assets and
liabilities of the Group's foreign operations are translated at the exchange
rates prevailing at the statement of financial position date. Income and
expense items are translated at average exchange rates for the period, unless
exchange rates have fluctuated significantly in which case the rates at the
date of the transactions are used. Exchange differences arising are recognised
in other comprehensive income and accumulated in equity (attributed to
non-controlling interests where appropriate).

 

Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated using the closing rate.

 

Financial instruments

 

Financial assets and financial liabilities are recognised in the Group's
statement of financial position when the Group becomes a party to the
contractual provisions of the instrument.

 

Other receivables

Other receivables are measured at initial recognition at fair value, and are
subsequently measured at amortised cost using the effective interest rate
method except for short-term receivables when recognition of interest would be
immaterial. The Group recognises appropriate allowances for expected credit
losses in the income statement based on a historical credit loss experience,
adjusted for factors that are specific to the debtors and general economic
conditions.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other
short term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of change in value.

 

Financial liability and equity

Interest bearing bank and other loans and bank overdrafts are recorded at the
proceeds received, net of direct issue costs. Finance charges, including
premiums payable on settlement or redemption and direct issue costs, are
accounted for on an accrual basis in the income statement using the effective
interest rate method and are added to the carrying amount of the instrument to
the extent that they are not settled in the period in which they arise.

 

The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, financial liability or an equity
instrument in accordance with the substance of the contractual arrangement.
Financial instruments are initially recognised at fair value and are
subsequently amortised using the effective interest method. Fair value is
estimated from available market data and reference to other instruments
considered to be substantially the same.

 

Trade and other payables

Trade payables and other financial liabilities are initially measured at fair
value, and are subsequently measured at amortised cost, using the effective
interest rate method.

 

The Group's activities expose it primarily to the financial risks of changes
in interest rates on borrowings and foreign exchange risk.

 

Investments

 

Investments in subsidiaries are stated at cost less any provision for
impairment.

 

Share-based payments

 

The Group issues equity-settled share-based payments to certain employees and
other parties. Equity settled share-based payments are measured at fair value
at the date of grant. In respect of employee related share based payments, the
fair value determined at the grant date is expensed on a straight-line basis
over the vesting period, based on the Group's estimate of shares that will
eventually vest. In respect of other share based payments, the fair value is
determined at the date of grant and recognised when the associated goods or
services are received.

 

Operating segments

 

The Group considers itself to have one operating segment in the year and
further information is provided in note 3.

 

Going concern

 

The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company and the Group has adequate resources
to continue in operating existence for the foreseeable future. Thus they
continue to adopt the going concern basis of accounting in preparing the
financial statements. Further details are provided in the note 2.2 and in the
Strategic Report on pages 5 to 6. The financial statements therefore do not
include the adjustments that would result if the Group and Company were unable
to continue as a going concern.

 

Cost of sales

 

When inventories are sold, the carrying amount of those inventories is
recognised as an expense in the period in which the related revenue is
recognised. The amount of any write-down of inventories to net realisable
value and all losses of inventories are recognised as an expense in the period
the write-down or loss occurs. The amount of any reversal of any write-down of
inventories, arising from an increase in net realisable value, is recognised
as a reduction in the amount of inventories recognised as an expense in the
period in which the reversal occurs.

 

 

2.2 Critical accounting estimates and judgements

 

The Group makes estimates and assumptions regarding the future. Estimates and
judgements are continually evaluated based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual experience may
differ from these estimates and assumptions. The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed
below.

 

Going concern

 

As at the date of approval of these Financial Statements the Rustenburg
smelter project has been temporarily placed on care and maintenance following
a decision to cease renting electrical generators and put in place a hire
purchase agreement for similar power generation for approximately 25% of the
monthly cost.  The proposed new generator units are available in South Africa
and the intention is that the Company will coincide the delivery and
installation of these new units with the anticipated direct funding
transaction, which is expected to be concluded early in 2024.

 

Whilst some revenues have been generated during 2023 from the operations at
the smelter, when operating at a level below full capacity - particularly
during periods of non-operation due to power supply or critical repairs -
the overheads incurred by the facility have consumed more cash than revenues
earned.  The Company therefore took the decision earlier this month to
conserve cash by returning rented generator units and to temporarily suspend
production, also reducing headcount at the smelter to a level commensurate
with care and maintenance activities. As at the date of approval of these
Financial Statements the Company had not signed definitive transaction
documents, but the Board has reasonable expectations that a significant
funding transaction with a financial institution in South Africa, which has
been in process for a number of months, will be concluded early in 2024.

 

Taking into account existing cash resources, and the assumed receipts of
funding detailed above the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future, being twelve months from the date of the approval of the
financial statements. For this reason, the Board continues to adopt the going
concern basis in the preparation of these financial statements.

 

Should the agreed funding transaction not be completed or be materially
delayed the Company will seek alternative funding arrangements and those
arrangements are not yet committed.  This represents a material uncertainty
in relation to the Company's funding arrangements.

 

Exploration and evaluation assets

 

The Group has adopted a policy of capitalising the costs of exploration and
evaluation and carrying the amount without impairment assessment until
impairment indicators exist (as permitted by IFRS 6). The directors consider
that as at the Period end the Group remained in the exploration and evaluation
phase and therefore, under IFRS 6, the directors have to make judgements as to
whether any indicators of impairment exist and the future activities of the
Group. No such indicators of impairment were identified and therefore, in
accordance with IFRS 6, no impairment review has been carried out. The
Directors remain committed to development of the asset.

 

Acquisition of Ferrochrome Furnaces (Pty) Limited ("FCF")

 

On 24 May 2022 the Company announced that it had agreed Heads of Terms and on
31 August 2022 further announced that it had signed a share purchase agreement
to acquire 100% of the share capital of FCF, which would provide the Group
with an existing smelting facility (the Rustenburg Smelter) which, following
refurbishment, would provide the Group with the opportunity to commence
processing the ore. The acquisition by subsidiary Ironveld Smelting
(Proprietary) Limited, reflected an agreement with the shareholders and the
Business Rescue Practitioner of FCF to acquire the entire share capital for a
nominal amount but at the date of these accounts the agreement remained
subject to contract. Under the agreed terms, the Group will be required to
enter into a debt purchase agreement with the sole creditor of FCF for a total
of R116 million (approximately £4.8 million). Since the transaction becoming
unconditional the Group has incurred £2 million on refurbishing the smelter
complex.

 

This results in the directors making two critical judgements in preparing
these financial statements.

 

 

Acquisition of Ferrochrome Furnaces (Pty) Limited ("FCF") (continued)

 

Nature of the acquisition - The directors have considered application notes of
IFRS3 and elected to apply the optional test set out in paragraph B7B of IFRS
3 (the 'concentration test') which permits a simplified assessment of whether
an acquired set of activities and assets is not a business. Having determined
that the concentration test is met and the set of activities and assets is not
a business no further assessment is considered necessary. The acquisition of
FCF will therefore be accounted for as an asset acquisition and not a business
combination.

 

Recognition of assets under construction and related debt obligations -The
directors have considered the definition of an asset set out in Chapter 4 of
the Conceptual Framework for Financial Reporting issued by the International
Accounting Standards Board. In their consideration the directors have had
regard to the Group's unencumbered use of the smelter, including the right to
use it to generate revenue, management's actions in refurbishing the smelter
complex for long term use, the status of the Business Rescue process and
consents obtained from the sole creditor of FCF and the probability of a range
of possible outcomes and of inflows or outflows of economic benefits. The
directors have also considered IAS 16 para 7 in relation to recognition
criteria, in particular paragraph 7 (a) which refers to whether it is probable
that future economic benefits will flow to the group. Based on the nature of
the facts and the actions of management the directors consider that the
'probable' threshold has been passed and therefore it is appropriate to
recognise the asset as an asset under construction at the year end.

 

As a consequence of their determination the directors have recognised the
Rustenburg smelter complex in assets under construction (see note 14) and also
the deferred and contingent debt obligations under the Debt Purchase Agreement
(see note 18)

 

Until the Business Rescue process in South Africa is fully concluded in all
respects the acquisition remains subject to contract and there is an element
of uncertainty over this accounting treatment. If for any reason, the
likelihood of which the directors consider to be remote, final closure of the
Business Rescue process does not take place it is probable that asset under
construction of £6.9 million and associated deferred and contingent debt
obligations of £4.8 million would be derecognised and capitalised
refurbishment expenditure of £2.3 million would be expensed.

 

Investment impairment indicators

 

The Company statement of financial position includes an investment in
subsidiary companies of £30,854,000 which is underpinned and reflects the
underlying subsidiary exploration and evaluation assets discussed above. At
the reporting date the group's market capitalisation was less than the
carrying value of the investment, which is an indicator of impairment under
IAS36. An impairment review has been carried out in the period - see note 15.

 

 

Deferred tax assets

 

The directors must judge whether the future profitability of the Group is
likely in making the decision whether or not to recognise a deferred tax asset
in respect of taxation losses. No deferred tax assets have been recognised in
the year.

 

 

3. Business and geographical segments

 

Information reported to the Group Directors for the purposes of resource
allocation and assessment of segment performance is focused on the activity of
each segment and its geographical location. The directors consider that there
is only one business segment, which is the activity of prospecting,
exploration and mining based in South Africa.

 

4. Revenue

 
2023                 2022

 
£000                 £000

 

Revenue from contracts with customers - disaggregated revenue information

Sale of goods - Magnetite
Ore
18                       -

Sale of goods - Other
sales
85                       -

 
(                            )
(
)
 
103                       -

(
 
 
 

)

All revenue represented the sale of goods and was recognised at a point in
time.

 

 

5. Operating
loss
 

 
2023                 2022

Operating loss for the year is shown after
charging:
       £000                 £000

 

Depreciation on tangible
assets
17                       1

Short term payments under
leases
32                    14

Share based payment
charge
11                       -

Foreign exchange
loss/(gain)
5                     (2)

Cost of inventories recognised as
expense
29                       -

(                                                                                                                                                                                                                                                                                        )

 

Auditors' remuneration

 

Fees payable to the auditors for the audit of the Company's
accounts
40                     38

(                                                                                                                                                                                                                                                                                                                         )

 

 

 

6. Staff costs

 

Group

 
       2023                 2022

 
£000                 £000

 

Wages and
salaries
2,042                   377

Social security
costs
48                    22

Pension
costs
84                    14

Share based
payments
11                       -

Directors other
fees
134                    74

 
(                            )
(
)
 
2,319                   487

(
 
 
 

)

 

The average monthly number of employees, including Directors,
during
2023                 2022

the period was as
follows:
Number            Number

 

Administration and
management
22                    12

Mining and
smelting
77                       -

 
(                            )
(
)
 
99                    12

(
 
 
                            )

 

 

 
2023                 2022

 
£000                 £000

 

Directors remuneration and other
fees
468                   339

Pension
15                    14

Share based
payments
7                       -

 
(                            )
(                            )

 
490                   353

(
 
 
 

)

 

6. Staff costs (continued)

 

 
 
               2023                 2022

 
 
 
 £000                 £000

 

The aggregate remuneration and fees paid to the highest paid Director
was
193                   175

Pension
 
 
 15                    14

Share based payments
 
                     3
-

 
(                            )
(                            )

( )

 
211                   189

(
 
 
                            )

( )

Further details of the Directors' remuneration are given in the Directors'
Remuneration Report on page

 11.

 

Company

 
2023                 2022

 
£000                 £000

 

Wages and
salaries
         334                   265

Social security
costs
41                    21

Share based
payments
3                       -

Pension costs
 
15                    14

 
(                            )
(
)
 
393                   300

(
 
 
 

)

 

The average monthly number of employees, including Directors,
during
2023                 2022

the period was as
follows:
Number            Number

 

Administration and
management
6                      4

(                                                                                                                                                                                                                                                                                                                                          )

( )

( )

7. Other gains and losses
 

 
       2023                 2022

 
       £000                 £000

 

Gain on settlement of financial liabilities with
equity
47                       -

 
(                                                                           )

 

 

8. Investment revenues

 
2023                 2022

 
       £000                 £000

 

Interest on financial
deposits
34                      4

(
 
 
                            )

( )

 

 

9. Finance costs

 
2023                 2022

 
£000                 £000

 

Loan interest and similar
charges
11                    17

Interest on lease
liabilities
2                       -

Other finance costs
 
2                       -

 
(                            )
(
)
 
15                    17

(
 
 
 

)

 

10. Tax

 
2023                 2022

a) Tax charge/(credit) for the
period
       £000                 £000

 

Corporation tax:

Current
period
-                       -

Deferred tax (note
21)
(711)                      -

(
 
 
 
)
 
(711)                      -

(
 
 
 
                            )

 

b) Factors affecting the tax charge for the period

Loss on ordinary activities for the period before
taxation
(1,170)                 (811)

(
 
 
 
) Loss on ordinary activities for the period before taxation multiplied by

effective rate of corporation tax in the UK of 19% (2022 -
19%)
(222)                 (154)

Effects of:
Expenses not deductible for tax
purposes
1                      5

Tax losses not
recognised
118                   149

Tax losses not previously recognised
 
(451)                      -

Change in tax
rates
(157)                      -

(
 
 
 
) Tax charge/(credit) for the
period
(711)                      -

(
 
 
                            )

 

c) Factors that may affect future tax charges - The Group has estimated
unutilised tax losses amounting to £6,078,000 (2022 - £5,149,000) the values
of which are not recognised in the statement of financial position. The losses
represent a potential deferred taxation asset of £1,524,000 (2022 -
£1,287,000) based on the enacted future tax rate of 25% in the United Kingdom
and 27% in South Africa, which would be recoverable should the Group make
sufficient suitable taxable profits in the future.

 

In addition, the Group has pooled exploration costs incurred of £9,610,000
(2022 - £8,901,000) which are expected to be deductible against future
trading profits of the Group.

 

 

 

11. Loss per share

 
2023                 2022

 
       £000                 £000

 

Loss attributable to the owners of the
Company
        (435)                 (806)
(
 
 
                            )

 

Loss per share - Basic and diluted

  Continuing
operations
(0.02p)              (0.06p)

 
(                            )
(                            )

 

The calculation of basic earnings per share is based on 2,963,582,067 (2022 -
1,322,831,729) ordinary shares, being the weighted average number of ordinary
shares in issue during the year. Where the Group reports a loss for the
current period, then in accordance with IAS 33, the share options are not
considered dilutive. Details of such instruments which could potentially
dilute basic earnings per share in the future are included in note 23.

 

12. Loss attributable to owners of the parent Company

 

As permitted by Section 408 of the Companies Act 2006, the profit and loss
account of the parent Company is not presented as part of these accounts. The
parent Company's loss for the financial year amounted to £602,000 (2022 -
£693,000).

 

13. Intangible assets

Exploration

 
and
                                                                                                                  evaluation

 
 
 
 assets
 
      £000

Group

 

Cost:

At 1 July
2021
26,191

Additions
396

Exchange
differences
(237)
 
(
) At 30 June
2022
26,350

(
                            )
 

Additions
2,513

Exchange
differences
     (4,802)
 
(
 
) At 30 June
2023
24,061   (
 
 

)

Impairment and amortisation:
At 1 July 2021, 30 June 2022 and at 30 June
2023
-   (
 
 

)

Net book value at 30 June
2023
24,061(
 
                            )

 

Net book value at 30 June
2022
26,350
(
 

)

The Group's exploration and evaluation assets all relate to South Africa.

 

In respect of the exploration and evaluation assets which remain in the
appraisal phase, the Group has performed a review for impairment indicators,
as required by IFRS 6 and in the absence of such indicators no impairment
review was carried out.

 

 

14. Property, plant and
equipment
 
 

 

 
Assets under         Motor         Plant and
 

Group
construction      vehicles         machinery
Total

 
£000                 £000
£000             £000

 

Cost:

At 1 July
2021
-
-                    39                39

Additions
-
-                      1
1

 
(                            )
(
 
 
 
                                     )

At 30 June
2022
-
-                    40                40

 
(

)

Additions
7,132
58                    22           7,212

Exchange
differences
(252)
(6)                    (9)            (267)

 
(                            )
(
 
 
 
                                     )

At 30 June
2023
6,880
52                    53
6,985       (                       )
(
 
 
 
 
 

)

Depreciation:

At 1 July
2021
-
-                    37                37

Charge for the
period
-
-                      1
1

 
(                            )
(
 
 
 
                                     )

At 30 June
2022
-
-                    38                38

 
(

)

Charge for the
period
-
12                      5
17

Exchange
differences
-
(1)                    (7)               (8)

 
(                            )
(
 
 
 
                                     )

At 30 June
2023
-
11                    36
47       (                       )
(
 
 
 
 
 

)

Net book value at 30 June
2023
6,880
41                    17           6,938

 
(                            )
(
 
 
 
                                     )

 

Net book value at 30 June
2022
-
-                      2
2

 
(                            )
(
 
 
 
                                     )

 

The asset under construction represents the cost of refurbishment of the
Rustenburg smelter and includes £4,829,000 deferred costs which at the
balance sheet date were unconditional but remained subject to contract.

 

All non-current assets in 2023, 2022 and 2021 were located in South Africa.

 

15. Investments

 

Group - Loans to other entities

 
       2023                 2022

 
£000                 £000

Cost:

At 1
July
352                   355

Exchange
differences
(61)                    (3)

 
(                                                                           )

At 30
June
291                   352

 
(                                                                           )

Impairment:

At 1 July
 
352                   355

Exchange
differences
(61)                    (3)

 
(                                                                           )

At 30
June
291                   352

 
(                                                                           )

Book value at 30
June
-                       -

 
(                                                                                              )

 

The investment represented the R7 million refundable deposit to Siyanda
Smelting and Refining Proprietary Limited which the Group paid in exchange for
a period of exclusivity to conclude a potential acquisition of the company.
The period of exclusivity expired in 2017. The deposit is interest free and
becomes refundable should the acquisition not proceed. The investment was
fully impaired as at 30 June 2023 whilst the directors pursued other
alternative opportunities.

 

Company - Subsidiary undertakings

 
Loans              Equity                Total

 
£000                 £000
£000

Cost:

At 1 July
2021
5,168              20,334              25,502

Additions
515
-
515(
 
 
 
 
 
                            )

At 30 June
2022
5,683              20,334
26,017

(                                                                                                                                                                                                               )

Additions
4,837
-                4,837

(                                                                                                                                                                                                                                                                                                                                          )

At 30 June
2023
10,520              20,334              30,854

(                                                                                                                                                                                                                                                                                                                                          )

Net book value at 30 June
2023
10,520              20,334              30,854

 
(                                                                                                                          )

( )

Net book value at 30 June
2022
5,683              20,334              26,017

 
(                                                                                                                          )

( )

The loans represent loans to Ironveld Holdings (Propriety) Limited of
£10,342,000 (2022 - £5,525,000) which incur interest at a rate not exceeding
the base lending rate applicable in England and Wales. Under the initial terms
of the loan, £2,500,000 was repayable 31 December 2019 with the remainder due
31 December 2020 however further agreement has extended the loan period until
project finance is agreed. Also included in loans are working capital loans to
Ironveld Mauritius Limited of £178,000 (2022 - £158,000) which are interest
free.

 

At the reporting date the Group's market capitalisation was less than the
carrying value of the Company's investments in subsidiaries, which is an
indicator of impairment under IAS36. An impairment review has been carried out
in the period.

 

 

 

Company - Subsidiary undertakings (continued)

 

The Company's investments in subsidiary undertakings of £30,854,000 is
underpinned and reflects the underlying exploration and evaluation assets and
the expected future cash flows from the Rustenburg smaller complex once fully
operational. These have been treated as a single cash generating unit for the
purposes of the review. Impairment was tested by discounting the expected cash
flows of a pilot scale operation of the smelter complex over a 10 year period.
Cash flows, net of acquisition debt repayments, were discounted using an
industry standard appraisal rate of 10% and sensitised for reasonably possible
alternative scenarios, including discount rate. The Company's investment on
subsidiaries is not impaired on the base case or in any of the reasonably
possible alternative scenarios applied.

 

The Company has investments in the following subsidiaries.

 

 
Proportion of                              Nature
of

Name of
company
Shares             voting
rights                              business

 
and shares held

Subsidiary undertakings

Ironveld (Mauritius)
 
Ordinary
*100%                                 Holding
Company

Ironveld Holdings (Proprietary) Limited
Ordinary
100%                                 Holding
Company

Ironveld Mining (Proprietary) Limited
Ordinary
100%                          Mining and exploration

Ironveld Energy (Proprietary) Limited
Ordinary                100%
Ore processing and smelting

Ironveld Smelting (Proprietary) Limited
Ordinary                  74%
Ore processing and smelting

HW Iron (Proprietary) Limited
Ordinary
68%                        Prospecting and mining

Lapon Mining (Proprietary) Limited
Ordinary
74%                        Prospecting and mining

Luge Prospecting and

Mining (Proprietary) Limited
Ordinary
74%                        Prospecting and mining

 

Joint venture

Ipace Proprietary Limited
Ordinary
50%                             Sale of Magnetite
ore

 

* Held directly by Ironveld Plc all other holdings are indirect.

 

All subsidiary undertakings are incorporated and domiciled in South Africa,
other than Ironveld Mauritius Limited, which is incorporated and domiciled in
Mauritius.

 

The registered office of all subsidiaries with the exception of Ironveld
(Mauritius) was Gartner House, 33 Wessel Road, Rivonia 2128, South Africa.

 

The registered office of Ironveld (Mauritius) is  - C/o Rogers Capital
Corporate Services Limited, 3(rd) Floor, Rogers House, No. 5 President John
Kennedy Street, Port Louis, Republic of Mauritius.

 

Further details of non-wholly owned subsidiaries of the Group are provided in
note 29.

 

 

16.
Inventories
              Group
                         Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

Ore
stockpile
45
-
-                  -
(                       )
(
 
 
 
 
                            )

 
45
-
-                  -

Due within 12
months
(45)
-
-                  -

 
(                            )
(
 
 
 
 
) Due after more than 12
months
-
-
-                  -

 
(                            )
(
 
 
 
                                     )

 

 

 

17. Trade and other
receivables
              Group
                         Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

Trade
receivables
7
-
-                  -

Other
receivables
222
134
6                 2

Amounts owed by related
parties
5
3
-                  -

Amounts owed by joint
ventures
125
-
-                  -

Prepayments
78
64                    51                58

 
(                            )
(
 
 
 
                                     )

 
437
201                    57                60

Due within 12
months
(307)                 (198)
(57)             (60)

 
(                            )
(
 
 
 
 
) Due after more than 12
months
130
3
-                  -

 
(                            )
(
 
 
 
                                     )

 

Amounts owed by related parties represent expenses paid on behalf of the
non-controlling interest shareholders by the company and are expected to be
recovered in more than 12 months. The amounts are unsecured and interest free.

 

Credit risk

The Group's principal financial assets are bank balances, cash balances,
amounts due from joint ventures and other receivables. The Group's credit risk
is primarily attributable to its other receivables of which £107,000 (2022 -
£107,000) is due from a third party financial institution and further
information is provided in note 22. The remaining other receivable relates to
recoverable VAT. The amounts presented in the balance sheet are net of
allowances for doubtful receivables.

 

 

18. Payables and contract
liabilities
              Group
                         Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

Trade
payables
753                   132
134              132

Taxation and social security
costs
10
4                    10                 3

Other
payables
4,852
5                      5
5

Contract
liabilities
         195
-
-                  -

Amounts owed to joint
ventures
           21
-
-                  -

Accruals
         193
478                  118              466

 
(                            )
(
 
 
 
                                     )

 
6,024
619                  267              606

Due within 12
months
     (1,862)
(619)                (267)           (606)

 
(                            )
(
 
 
 
 
) Due after more than 12
months
4,162
-
-                  -

 
(                            )
(
 
 
 
                                     )

 

Other payables includes £4,829,000 (R116,000,000) in respect of the proposed
Rustenburg smelter acquisition which was unconditional at the year end but
which remained subject to contract. On completion, £4,163,000 (R100,000,000)
will be due after 12 months with the remainder anticipated to be due within 12
months.

 

Contract liabilities at both 1 July 2022 and at 1 July 2021 were £Nil.(

)

( )

19.
Leases
 
 

 

The Group has lease contracts for certain items of motor vehicles with lease
terms of six years. In addition, the Group uses short-term leases (less than
12 months term) where considered appropriate to its requirements and takes
advantage of the recognition exemptions for such leases.

 

Right-of-use
assets
                Group
                         Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

Cost:

At 1
July
-
-
-                  -

Additions
47
-
-                  -

Exchange
differences
(6)
-
-                  -

 
(                            )
(
 
 
 
                                     )

At 30
June
           41
-                       -
-

 
(                            )
(
 
 
 
 

)

Depreciation:

At 1
July
-
-
-                  -

Charge for the
period
10
-
-                  -

Exchange
differences
(1)
-
-                  -

 
(                            )
(
 
 
 
                                     )

At 30
June
            (9)
-                       -
-

 
(                            )
(
 
 
 
 

)

Net book value at 30
June
32
-
-                  -

 
(                            )
(
 
 
 
                                     )

 

Lease
liabilities
                Group
                         Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

At 1
July
-
-
-                  -

Additions
47
-
-                  -

Interest
expense
2
-
-                  -

Payments
            (6)
-
-                  -

Exchange
differences
            (6)
-
-                  -

 
(                            )
(
 
 
 
                                     )

 
37
-
-                  -

Due within 12
months
          (10)
-                       -
-

 
(                            )
(
 
 
 
 
) Due after more than 12
months
27
-
-                  -

 
(                            )
(
 
 
 
                                     )

 

 

 

19. Lease liabilities (continued)

 

Maturity
analysis
            Group
 Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

On
demand
-
-
-                  -

Within 1
year
10
-
-                  -

Between 1 to 2
years
10
-
-                  -

Between 2 to 5
years
30
-
-                  -

Over 5
years
             6
-
-                  -

 
(                            )
(
 
 
 
                                     )

Total undiscounted
liabilities
56
-
-                  -

Future finance charges and other adjustments
          (19)
-                       -
-

 
(                            )
(
 
 
 
 
) Lease liabilities in the financial
statements
37
-
-                  -

 
(                            )
(
 
 
 
                                     )

 

Amounts recognised in the income statement as an expense during the period in
respect of lease arrangements are as follows:

 
            Group
 Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

Expense relating to short-term
leases
32
14
-                  -

Depreciation
10
-
-                  -

Interest
2
-
-                  -

 
(                                                                                                                                                                )

 

 

20. Borrowings
 
             Group
 Company

 
2023                 2022
2023             2022

 
£000                 £000
£000             £000

 

Other
loans
-
499                       -
499

 
(                                                                                                                                                                )

( )

Due within 12
months
-
499                       -             499

 
(                            )
(
 
 
 
 
) Due after more than 12
months
-
-                       -
         -

 
(                            )
(
 
 
 
                                     )

 

The others loans represented amounts due to a consortium of high net worth
investors and existing shareholders and were repaid in the year. The loans
attracted a fixed interest rate of between 7% and 8% per annum.

 

The financing of the group comprises the contingent consideration (note 18)
and the leases (note 19), both of which are detailed in their respective note.

 

 

21. Deferred tax

 
Group

 
2023                 2022

 
£000                 £000

 

Balance at 1
July
4,730                4,774

Change in tax
rates
(157)                      -

Relating to origination and reversal of temporary differences
 
(554)                      -

Exchange
differences
(735)                  (44)

 
(                                                                           )

Balance at 30
June
3,284                4,730

(
 
 
                                 )

The Group has unrelieved tax losses carried forward which represent a deferred
tax asset of £1,524,000 (2022 - £1,287,000) based on current tax rates. This
asset is not recognised in these financial statements.

 

The deferred tax liability is made up as follows:
 
 
Group

 
       2023                 2022

 
£000                 £000

 

Exploration and evaluation
assets
3,777                4,730

Temporary timing difference on foreign exchange gains and losses
 
(440)                      -

Other temporary timing differences
 
(53)                      -

 
(                                                                           )

Balance at 30
June
3,284                4,730

(
 
 
                            )

 

22. Financial instruments

 

The Group's policies as regards derivatives and financial instruments are set
out in the accounting policies in note 2. The Group does not trade in
financial instruments.

 

Capital risk management

 

The Company and the Group manages its capital to ensure that they will be able
to continue as a going concern whilst maximising the return to stakeholders
through the optimisation of the debt and equity balance. The Group's overall
strategy remains unchanged from 2022.

 

The capital structure of the Group consist of equity attributable to equity
holders of the parent Company. The Company and the Group are not subject to
any externally imposed capital requirements.

 

Credit risk management

 

Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company. The
Company and the Group have adopted a policy of only dealing with creditworthy
counterparties as a means of mitigating the risk of financial loss from
defaults. The Group's exposure and the credit ratings of its counterparties
are continuously monitored and the aggregate value of the transactions
concluded is spread where possible.

 

Liquidity Risk Management

 

Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has established an appropriate liquidity risk management
framework for the management of the Company and the Group's short, medium and
long term funding and liquidity management requirements. The Company and the
Group manage liquidity risk by assessing required reserves and banking
facilities by continuously monitoring forecast and actual cash flows, and by
matching the maturity profiles of financial assets and liabilities. At the
year end the Group has no undrawn bank facilities. The Company is in the
process of negotiating a significant funding transaction with a financial
institution in South Africa which is expected to be concluded in early 2024.

 

 

Interest rate risk profile

 

The Company and the Group is exposed to interest rate risk because the Group
borrows funds for working capital at fixed and variable rates. The Group
exposure to interest rates on financial assets and liabilities are detailed in
the liquidity risk management section of this note.

 

Financial assets

 

The Group has no financial assets, other than short-term receivables and cash
deposits of £19,000 (2022 - £17,000). The cash deposits attract variable
rates of interest. At the year end the effective rate was 0.36% (2022 -
0.35%). The cash deposits held were as follows:-

 
2023                 2022

 
£000                 £000

 

Sterling - United Kingdom
banks
16                    12

USD - Mauritius banks
 
-                      1

South African Rand - United Kingdom
banks
2                       -

South African Rand - South African
banks
1                      4

(                                                                                                                                                                                                                                                                                                                                          )

 
19                    17

 
(                                                                           )

Financial liabilities - Lease liabilities

 

Lease liabilities of £37,000 (2022 - £Nil) attract interest at a variable
rate of 2.49% above the First National Bank Prime lending rate which was
12.99% at the year end.

 

Sensitivity analysis  - As the interest bearing liabilities are not
significant to the overall Group then an increase of 1% in interest rates in
South Africa at the balance sheet date would not have a significant effect on
the profit and loss of the group.

 

Currency exposures

The Group undertakes transactions denominated in foreign currencies and is
consequently exposed to fluctuations in exchange rates. The carrying amounts
of the Group's foreign currency denominated monetary assets and monetary
liabilities were as follows:-

 

As at 30 June
2023
Assets       Liabilities

 
       £000                 £000

 

British Pound Sterling
(£)
17                   257

USD
($)
-                      6

South African Rand
(R)
258                5,594

 
(                            )
(
                            )
 
 
 275                   5,857

 
(                            )
(
                            )

 

As at 30 June
2022
Assets         Liabilities

 
£000                 £000

 

British Pound Sterling
(£)
12                1,102

USD
($)
1                    10

South African Rand
(R)
119                      2

 
(                            )
(
 
  )
                                         132
              1,114

 
(                            )
(
                            )

 

Financial commitments and guarantee

Rehabilitation guarantees of £1,157,000 (R 27,797,984) have been issued to
the Department of Mineral Resources for three subsidiaries, HW Iron
Proprietary Limited, Lapon Mining Proprietary Limited and Luge Prospecting and
Mining Company Proprietary Limited in order to comply with Section 41 of the
Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002). Under
this agreement the Group will pay deposits to a third-party financial
institution to be held pending discharge of any potential claim on this
guarantee. At 30 June 2023 £107,000 (R 2,581,388) (2022 - £107,000 (R
2,123,000)) had been deposited in respect of this agreement and is included in
other receivables. This receivable represents a concentration of credit risk
and the Group is exposed to currency risk on these amounts. As the project had
not yet commenced then no liability is considered to have arisen under this
guarantee at the reporting date.

 

 

23. Share capital

 

Group and Company

 
       2023                 2022

 
       £000                 £000

Allotted, called up and fully paid

3,574,996,887 (2022 - 1,333,668,130) Ordinary shares of 0.1p
each
3,574                1,333

322,447,158 (2022 - 322,447,158) deferred shares of 1p
each
3,224                3,224

5,894,917,569 (2022 - 5,894,917,569) deferred shares of 0.1p
each
5,896                5,896

 
(                                                                           )

 
12,694              10,453

 
(                            )
(
                            )

 

On 2 August 2022, a further 1,559,460,724 ordinary shares were issued and
admitted to trading to settle existing liabilities and raise gross working
capital of £4,400,000 for the Group.

 

On 1 March 2023, a further 280,000,000 ordinary shares were issued and
admitted to trading to raise gross working capital of £840,000 for the Group.

 

On 14 March 2023, a further 386,666,666 ordinary shares were issued and
admitted to trading to raise gross working capital of £1,160,000 for the
Group.

 

On 6 June 2023, a further 15,201,367 ordinary shares were issued and admitted
to trading to settle existing liabilities.

 

Unlike ordinary shares, the deferred shares have no voting rights, no dividend
rights and on a return of capital or winding up are entitled to a return of
amounts credited as paid. The deferred shares are not transferrable and
beneficial interests in the deferred shares can be transferred to such persons
as the Directors may determine as custodian for no consideration without
sanction of the holder. For this reason the deferred shares are excluded from
any Earnings per share calculations.

 

Further information on the issue of shares after the period end is provided in
note 30.

 

 

Share options

 

The Company has a share option scheme for certain employees and former
employees of the Group. The share options in issue during the year were as
follows:

 

 
As at
 
As at

Date
Exercise                      1 July
Granted            Exercised        Lapsed/
30 June

granted
price                          2022
in year                in year
Cancelled          2023

 
No.              No.
No.                No.                No.

16 August 2012
1p                         4,283,682
             -
-         (4,283,682)                  -

14 November 2012     1p
6,663,505
-                       -         (
6,663,505)                  -

16 April 2013
1p
33,334
-
-                    -              33,334

7 November 2013       1p
2,086,667
-
-                    -         2,086,667

1 May 2014
1p
200,000
-
-                    -            200,000(
) 1 October 2015
1p
2,500,000
-
-                    -         2,500,000

10 January 2020         1p
27,400,000
-
-                    -        27,400,000

27 February 2023
0.3p
-     50,000,000                     -
(1,750,000)   48,250,000

(                                                                                                                                                                                                                                                                                                                                     )

 

At the year-end, 31,220,001 options were exercisable (2022 - 42,167,188) as
follows.

 

 
As at
 
As at

Date
Exercise                    30 June
Granted            Exercised        Lapsed/
30 June

granted
price                          2022
in year                in year
Cancelled          2023

 
No.              No.
No.                No.                No.

16 August 2012
1p                         4,283,682
             -
-         (4,283,682)                  -

14 November 2012     1p
6,663,505
-                       -         (
6,663,505)                  -

16 April 2013
1p
33,334
-
-                    -              33,334

7 November 2013       1p
2,086,667
-
-                    -         2,086,667

1 May 2014
1p
200,000
-
-                    -            200,000(
) 1 October 2015
1p
1,500,000
-
-                    -         1,500,000

10 January 2020         1p
27,400,000
-
-                    -        27,400,000

(                                                                                                                                                                                                                                                                                                                                     )

 

The exercise period of the options is as follows:

 

Date

granted                      Expiry date
            Exercise period

16 April 2013              16 April
2023                                *

7 November 2013       7 November
2023                         *

1 May 2014                1 May
2024                                  *

1 October 2015          1 October
2025                            *

10 January 2020         9 January
2030                             **

27 February 2023        27 February
2033                          *

 

Exercise period

 

* - 1/3 on the first anniversary of grant, 1/3 on the second anniversary of
grant and the final 1/3 on the third anniversary of grant.

 

** - ½ on grant and the remaining ½ one year after the grant date.

 

Of the options granted on 1 October 2015, 1,000,000 are exercisable following
first commercial production from the proposed 15 MW smelter.

 

 

The Group recognised a share based payment expense of £11,000 (2022 - £nil)
in the year. No options were exercised in the year.

 

Share warrants

 

Pursuant to the share placing on 14 December 2020 Turner Pope were appointed
as joint broker to the Placing and in addition to 3,333,333 ordinary shares
were issued with 95,833,333 broker warrants, exercisable at 0.3p (the placing
price) for a period of 36 months from the date of admission. The broker
warrants were transferrable and on 4 March 2021 17,500,000 warrants were
exercised for £52,500. At the year-end, there were 78,333,333 broker warrants
in issue.

 

Pursuant to the loan facilities agreement, dated 19 May 2022, the Company
issued share warrants to the lenders over 13,000,000 shares at 1 pence per
share. The warrants had a 3 years life and the lender was able to use the
outstanding balances under the loan facilities to exercise the warrants. The
loans were repaid in the year. In accordance with the agreement, the price was
adjusted downwards to the subsequent placing price of 0.3p per share. At the
year end, there were 13,000,000 lender warrants in issue.

 

Pursuant to the share placing on 2 August 2022 Turner Pope were appointed as
sole broker to the Placing and were issued with 375,000,000 broker warrants,
exercisable at 0.3p (the placing price) for a period of 3 years from the date
of admission. At the year-end, there were 375,000,000 broker warrants in
issue.

 

Pursuant to the share placing in March 2023, the Company issued to subscribers
to the Placing with warrants to subscribe for new ordinary shares on the basis
of one (1) warrant for every two (2) Placing Shares. The investor warrants are
exercisable at 0.50 pence for a period of two years from the date of their
grant. At the year end, there were 333,333,333 investor warrants in issue. In
addition, the Company issued TPI, the sole broker to the Placing, with
135,000,000 broker warrants, exercisable at 0.3p (the placing price) for a
period of three years from the date of admission. At the year-end, there were
135,000,000 broker warrants in issue.

 

 

24. Reserves
 
 

(
) Group and Company

 

Other reserves represent the equity component of share options and share
warrants issued in the year.

 

The balance classified as share premium is the premium on the issue of the
Group's equity share capital, less any costs of issuing the shares.

 

The foreign currency translation reserve accumulates the foreign currency
gains and losses on the translation of foreign operations.

 

Retained earnings is made up of cumulative profits and losses to date, share
based payments, adjustments arising from changes in non-controlling interests
and exchange differences on translation of foreign operations.

 

 

 

25. Cash used in operations

 

Group
       2023                 2022

 
       £000                 £000

 

Operating
loss
(1,236)                 (798)

Depreciation on property, plant and
equipment
17                      1

Share based payment
charge
11                   100

Foreign
exchange
(117)                      -

 
(                            )
(
 
) Operating cash flows before movements in working
capital
(1,325)                 (697)

Movement in
inventories
(51)                      -

Movement in
receivables
(203)                    (8)

Movement in payables and contract
liabilities
907                   368(
 
 
                            )

Cash used in
operations
        (672)                 (337)

 
(                                                                           )

(
) Cash and cash
equivalents
2023                 2022
 
 £000                                                                               £000

 

Cash and bank
balances
           19                    17

 
(                                                                           )

 

Company
       2023                 2022

 
       £000                 £000

 

Operating
loss
(911)                 (696)

Share based payment
charge
3                   100

Foreign exchange
adjustments
-                       -

 
(                            )
(
                            )

Operating cash flows before movements in working
capital
(908)                 (596)

 

Movement in
receivables
(45)                    (1)

Movement in
payables
(147)                  367

 
(                            )
(
                            )

Cash used in
operations
(1,100)                 (230)

 
(                                                                           )

 

Cash and cash
equivalents
       2023                 2022

 
       £000                 £000

 

Cash and bank
balances
           17                    12

 
 
(                                                                           )

 

 

26. Significant non-cash transactions

 

The company settled liabilities and paid for services by the issue of shares.
The value of the shares issued was as follows:-

 
2023                 2022
 
£000                        £000

 

Loan
repayments
360,000                      -

Accrued directors
fees
192,000                      -

Services
provided
     45,000             135,000
(                                                                                                                                                                                                                                                )
       (                            )

 

 

27. Related party transactions

 

Group

During the year the Group incurred £134,000 (2022 - £74,000) for consultancy
services to Goldline Global Consulting (Pty) Limited, a company in which P Cox
is materially interested. At 30 June 2022, £Nil (2022 - £Nil) remained
unpaid in accruals.

 

Group and Company

The key management personnel of the Group are the directors. Directors'
remuneration is disclosed in Note 6.

 

During the year the Company paid £59,000 (2022 - £48,000) for accounting
services to Westleigh Investments Limited, a company in which G Clarke and N
Harrison are materially interested.

 

Included in other loans at 30 June 2023 was a short term loan due to G Clarke
of £Nil (2022 - £100,000) and accrued interest of £Nil (2022 - £2,827).
The loan attracted interest at 7% per annum and a loan arrangement fee of 2.5%
of the facility amount and was repaid in the year.

 

Included in other loans at 30 June 2023 was a short term loan due to N
Harrison of £Nil (2022 - £100,000) and accrued interest of £Nil (2022 -
£2,827). The loan attracted interest at 7% per annum and a loan arrangement
fee of 2.5% of the facility amount and was repaid in the year.

 

Included in other loans at 30 June 2023 was a short term loan due to M Eales
of £Nil (2022 - £38,500) and accrued interest of £Nil (2022 - £667). The
loan attracted interest at 7% per annum and a loan arrangement fee of 2.5% of
the facility amount and was repaid in the year.

 

Further directors' remuneration of £12,000 (2022 - £344,936) was unpaid at
the year-end and is included in accruals. During the year £192,000 (2022 - £
Nil) of director's fees were settled by the issue of shares.

 

 

28. Financial commitments

 

At the year end the Group had no financial commitments under operating leases
(2022 - £Nil).

 

On 24 May 2022, the Group announced that it had signed Heads of Terms to
acquired 100% of the share capital of Ferrochrome Furnaces (Pty) Limited
("FCF") which will provide the Group with an existing smelting facility and
the opportunity to commence mining and processing in the short term. The share
capital was to be acquired for a nominal fee but debt was to be acquired of
R116m (approximately £4.8m) repayable over a 10 year period. At the year end
the acquisition was unconditional but remained subject to contract and the
R116m was accrued in these financial statements. The Group commenced plans
during the Period to bring the smelter back in to production with overall
costs estimated to be between R40m to R65m (£2m to £3.2m).

 

 

 

29. Non-controlling interest

 
       2023                 2022

 
£000                 £000

(
) At 1
July
      3,344                3,380

Exchange
adjustments
(572)                  (31)

Share of loss for the
period
(24)                    (5)

 
(                            )
(
                            )

At 30 June
 
2,748                3,344
(                       )
(
                            )

 

The table below shows details of non-wholly owned subsidiaries of the Group
that have material non-controlling interests:

 
                               Profit/ (loss)

 
Proportion of                     allocated to
                    Accumulated

 
voting rights
non-controlling                     non-controlling

 
and shares held
interests
interests

 
2023          (2022)          2023
       2022                2023
       2022

 
 
£000                 £000
£000                 £000

 

HW Iron (Proprietary) Limited         (32%)
(32%)              14
-                  896                1,067

Lapon Mining (Proprietary) Limited (26%)
(26%)
6                       -
1,903                2,291

Other non-controlling
interests
(44)                    (5)
          (51)                  (14)

(
 
 
 
 
 
 
 
)
 
(24)                    (5)
2,748                3,344
(
 
 
 
 
 
 
 
                            )

 

 

29. Non-controlling interest (continued)

 

Summarised financial information in respect of each of the Group's
subsidiaries that have material non-controlling interests is set out below.
The summarised financial information below represents amounts before
intragroup eliminations. The accounts of the subsidiaries have been translated
from their presentational currency of South African Rand (R) using the R: GBP
exchange rate prevailing at 30 June 2023 of 24.023 (2022 - 19.896).

 

HW Iron (Proprietary) Limited

 
       2023                 2022

 
£000                 £000

Non-current assets
 
6,011                6,913

Current
assets
5                       -

Current
liabilities
(5)                      -

Non-current
liabilities
(3,212)              (3,579)

 
(                            )
(
                            )

 
2,799                3,334

 
(                            )
(
                            )

 

Equity attributable to owners of the
Company
1,903                2,267

Non-controlling
interest
896                1,067

 
(                                                                           )

 

Revenue
 
-                       -

Expenses
 
(1)                    (1)

Tax
 
43                       -

 
(                            )
(
                            )

Profit/(loss) for the
year
42                     (1)
(                       )
(
                            )

Attributable to the owners of the
Company
28                     (1)

Attributable to the non-controlling
interests
14                       -

 
(                                                                           )

 

Net cash (outflow)/inflow from operating
activities
(1)                     2

Net cash outflow from investing
activities
(317)                  (99)

Net cash inflow from financing
activities
318                     97

 
(                            )
(
                            )

Net cash
inflow
-                       -
(                       )
(
                            )

Net cash flow - Attributable to the non-controlling
interests
-                       -

 
(                                                                                )

 

 

29. Non-controlling interest (continued)

 

Lapon Mining (Proprietary) Limited

(
)
 
       2023                 2022

 
£000                 £000

Non-current assets
 
12,248              14,158

Current
assets
10                       -

Current
liabilities
(172)                      -

Non-current
liabilities
(4,768)              (5,347)

 
(                            )
(
                            )
 
 
 7,318              8,811

 
(                            )
(
                            )

 

Equity attributable to owners of the
Company
5,415                6,520

Non-controlling
interest
1,903                2,291

 
(                                                                           )

 

Revenue
 
18                       -

Expenses
(108)                    (1)

Tax
114                       -

 
(                            )
(
                            )

Profit/(loss) for the
year
24                     (1)
(                       )
(
                            )

Attributable to the owners of the
Company
18                     (1)

Attributable to the non-controlling
interests
6                       -

 
(                                                                           )

 

Net cash inflow from operating
activities
91                      3

Net cash outflow from investing
activities
(446)                     (85)

Net cash inflow from financing
activities
355                       82

 
(                                     )
(
                                )

Net cash
flow
-                         -

 
(                                     )
(
                                )

 

Net cash flow - Attributable to the non-controlling
interests
-                       -

 
(                                                                                         )

 

30. Events arising after the reporting period

 

On 18 September 2023 the Company first announced that it was in direct funding
discussions with an institution.  As at the date of these financial
statements this transaction is well advanced and the Board has reasonable
expectations that a satisfactory transaction will be concluded early in
2024.  On the same date the Company announced that certain Directors had
agreed to put in place a working capital facility of up to £500,000.

 

On 26 October 2023, the Company announced an equity fund raising of £1.0m
representing a placing of 360,000,000 ordinary shares at a price of 0.278
pence. The Company issued Warrants alongside the new ordinary shares to
subscribe for 360,000,000 ordinary shares at 0.29 pence for a period of 36
months from Admission. The share proceeds were raised to fund ongoing working
capital requirements of the operations.  Following the Placing Dr John Wardle
was appointed as Executive Chairman of the Company.

 

31. Control

The Directors consider that there is no overall controlling party.

 

 

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